Headwaters Incorporated Comments on Progress Energy's

Energy Editors/Business Editors 
SOUTH JORDAN, Utah--(BUSINESS WIRE)--June 24, 2003--Headwaters
Incorporated (Nasdaq: HDWR) today commented that there has been no
announced change in the position taken by the Internal Revenue Service
regarding issuing PLRs under Section 29 of the Internal Revenue Code.
The IRS has recently suspended issuance of PLRs relating to synthetic
fuel projects while they assess the issue of chemical change. 
Progress Energy announced today that IRS field auditors have
raised questions in connection with one of its facilities. Progress
Energy does not believe the issues warrant reconsideration by the IRS
of its prior position and has no current plans to alter its synthetic
fuel production schedule as a result of these matters. 
Progress Energy is not a current licensee of Headwaters and does
not use Headwaters' proprietary chemical reagents. Headwaters sells
latex-based reagents recognized by the IRS under Revenue Procedure
About Headwaters Incorporated 
Headwaters Incorporated is a world leader in providing technology
and services that maximize the value of fossil fuels. The company is
focused on providing services to energy companies, conversion of
fossil fuels into alternative energy products and generally adding
value to energy. Headwaters generates revenue from managing coal
combustion products (CCPs) and from licensing its innovative chemical
technology to produce an alternative fuel. Through its CCP business
and its solid alternative fuels business, the company earns a growing
revenue stream that provides the capital needed to expand and acquire
synergistic new business opportunities. 
Forward-Looking Statements 
Certain statements contained in this document may be deemed to be
forward-looking statements under federal securities laws, and
Headwaters intends that such forward-looking statements be subject to
the safe harbor created thereby. 
Such forward-looking statements relate to: (i) the growth of
Headwaters' revenues, earnings or earnings per share; (ii) the
expectation that operating results will be higher for the June and
September quarters; (iii) the ability of Headwaters to sustain the
earnings stream from its alternative fuels, coal combustion products
and other businesses; (iv) the expectation that Headwaters' stock is
undervalued or will increase in value in the future; (v) the
identification and completion of any future acquisitions and the
expectation that the value of such acquisitions will increase; (vi)
the commercialization of any technology acquired or developed. 
Headwaters cautions that these statements are qualified by
important factors that could cause actual results to differ materially
from those reflected by the forward-looking statements contained
Such factors include, but are not limited to: (a) the availability
of tax credits to us and our licensees under the tax code; (b) our
dependence on licensees to use our technology; (c) collection of
payments outstanding; (d) the company's ability to repay its debt and
comply with covenants in financing agreements; limitations in the
capital available to Headwaters to execute on its business plan, and
the cost of that capital; (e) the ability of Headwaters to locate and
close on attractive acquisition opportunities; (f) Headwaters' limited
operating history with its new business strategy and its ability to
sustain and manage its growth under that strategy; and (g) the success
of Headwaters in replacing and growing its financial performance
before its legacy alternative fuels business decline. 
More information about potential factors which could affect either
company's business and financial results is included in Headwaters'
Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2002,
Quarterly Reports on Form 10-Q, and other periodic filings and
prospectuses. All forward-looking statements are based on information
available to Headwaters on the date hereof, and Headwaters assumes no
obligation to update such statements. Investors and security holders
may obtain a free copy of the Annual and Quarterly Reports and other
documents filed by Headwaters with the Securities and Exchange
Commission at the commission's Web site at http://www.sec.gov. Free
copies of Headwaters' Annual Report and other filings with the
commission may also be obtained by directing a request to
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